Secure Trust Banking Group PLC
9 May 2002
SECURE TRUST BANKING GROUP PLC ('the Company')
9 MAY 2002
PURCHASE OF OWN SECURITIES
Pursuant to the general authority to purchase its own shares granted to Secure
Trust Banking Group PLC ('the Company') by its shareholders on 16 May 2001, the
Company has today purchased for cancellation 200,000 of its ordinary 1p shares
at a price of 415p per share (the 'Repurchase').
The authority under which the Repurchase has been effected expires on 16 May
2002. However, the Company is seeking a new general authority (the 'New
Authority') to purchase up to a maximum of 1,375,000 ordinary shares of 1p each
in the Company at its annual general meeting ('AGM') to be held on 16 May 2002.
As it has done in previous years, in a circular (the 'Circular') to its
shareholders dated 5 April 2002, the Company wrote to its shareholders seeking
the approval of its independent shareholders to a waiver (the 'Waiver'), which
the Panel on Takeovers and Mergers (the 'Panel') has agreed to give (subject to
such approval), of the obligation under the City Code which the Chairman of the
Company would otherwise have to make a mandatory offer for the Company in the
event of the Company purchasing its own shares. The Circular states that, if
the Waiver and the New Authority are both approved, and the maximum number of
shares to which the New Authority relates were to be purchased by the Company,
the Chairman's holding could increase to approximately 49.4 per cent of the
issued share capital of the Company.
Following the Repurchase, in the event that the maximum number of shares
permitted by the New Authority were to be purchased by the Company, the
Chairman's holding could increase to a holding in excess of 49.4 per cent of the
then issued share capital of the Company. Accordingly, following consultation
with the Panel on Takeovers and Mergers, the Directors of the Company confirm
that they will restrict any further purchases by the Company of its own shares
under the New Authority such that the Chairman's holding following any such
purchase will not exceed 49.4 per cent of the issued share capital of the
Company, and further confirm that they acknowledge that any purchase by the
Company of its own shares which resulted in the Chairman having a holding in
excess of 49.4 per cent of the issued share capital of the Company would not
have the benefit of the Waiver.
END
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